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FEDERAL AGRICULTURAL MORTGAGE CORP

For the period ended Apr 17, 2024. Filed Apr 17, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 17, 2024 · Filed Apr 17, 2024

AGM$180.20-9.0%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the RegistrantFiled by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Under Rule 14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

1999 K Street, N.W.

Fourth Floor

Washington, D.C. 20006

TO HOLDERS OF FARMER MAC

VOTING COMMON STOCK

Dear Farmer Mac Stockholder:

The Board of Directors of the Federal Agricultural Mortgage Corporation ("Farmer Mac") is pleased to invite you to attend Farmer Mac's 2024 Annual Meeting of Stockholders to be held on Thursday, May 16, 2024, at 8:00 a.m. eastern daylight time at the New York Stock Exchange building, 18 Broad Street, New York, NY 10005. We request any stockholder who wants to attend the meeting in person to register by May 14, 2024 by sending an email to ir@farmermac.com with "Farmer Mac Meeting Registration" in the subject line. Individuals who attend the meeting in person should arrive early to allow time to get through security. You will be required to show a government-issued photo ID and should enter through the white security tent located at 18 Broad Street (at the corner of Broad Street and Exchange Place). The New York Stock Exchange suggests that all individuals attending the meeting dress in business casual attire. The Notice of Annual Meeting and Proxy Statement accompanying this letter describe the business to be transacted at the meeting.

We hope you will be able to attend the meeting and suggest you read the Notice of Annual Meeting and Proxy Statement for information about Farmer Mac and the Annual Meeting of Stockholders. We have also enclosed Farmer Mac's 2023 Annual Report. Although the Annual Report is not proxy soliciting material, we suggest you read it for more information about Farmer Mac. Please complete, sign, date, and return a proxy card at your earliest convenience to help us establish a quorum and avoid the cost of further solicitation. The giving of your proxy will not affect your right to vote your shares personally if you attend the meeting. If you plan to attend the meeting, please so indicate on the enclosed proxy card.

Sincerely,

Lowell L. Junkins

Board Chair

NOTICE OF ANNUAL MEETING

Notice is hereby given that the 2024 Annual Meeting of Stockholders of the Federal Agricultural Mortgage Corporation ("Farmer Mac") will be held on Thursday, May 16, 2024, at 8:00 a.m. local time at the New York Stock Exchange building, 18 Broad Street, New York, NY 10005.

As described in the attached Proxy Statement, the meeting will be held for the following purposes:

to elect ten directors, five of whom will be elected by holders of Class A Voting Common Stock and five of whom will be elected by holders of Class B Voting Common Stock, to serve until the next annual meeting of stockholders and until their respective successors are elected and qualified;

to ratify the Audit Committee's selection of PricewaterhouseCoopers LLP as Farmer Mac's independent auditor for fiscal year 2024;

to approve, on an advisory basis, the compensation of Farmer Mac's named executive officers disclosed in the attached Proxy Statement; and

to consider and act on any other business that may properly be brought before the meeting or any adjournment or postponement of the meeting.

Please read the attached Proxy Statement for information about the matters to be considered and acted on at the meeting.

Eligible holders of record of Farmer Mac's Class A Voting Common Stock and Class B Voting Common Stock at the close of business on March 25, 2024 are entitled to notice of and to vote at the meeting and any adjournment or postponement of the meeting. For at least ten days before the meeting, a list of Farmer Mac's stockholders will be available for examination by any stockholder for any purpose germane to the meeting at the offices of Farmer Mac between the hours of 9:00 a.m. and 5:00 p.m. local time. We request any stockholder who wants to attend the meeting in person to register by May 14, 2024 by sending an email to ir@farmermac.com with "Farmer Mac Meeting Registration" in the subject line. Individuals who attend the meeting in person should arrive early to allow time to get through security. You will be required to show a government-issued photo ID and should enter through the white security tent located at 18 Broad Street (at the corner of Broad Street and Exchange Place). The New York Stock Exchange suggests that all individuals attending the meeting dress in business casual attire.

Even if you intend to attend the meeting in person, please complete and date the enclosed proxy card, sign it exactly as your name appears on the card, and return it in the postage prepaid envelope. This will ensure the voting of your shares if you do not attend the meeting. The giving of your proxy will not affect your right to vote your shares personally if you attend the meeting. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF FARMER MAC.

By order of the Board of Directors,

Stephen P. Mullery

Secretary

TABLE OF CONTENTS

PAGE
GENERAL INFORMATION2
Voting Rights2
Record Date2
Voting2
Proposal 12
Proposals 2 and 33
Proxy Procedure3
CORPORATE GOVERNANCE MATTERS4
Director Independence4
Board of Directors Meetings and Committees6
Enterprise Risk Management8
Code of Business Conduct and Ethics9
Stockholder Proposals10
Communications with the Board10
PROPOSAL 1: ELECTION OF DIRECTORS11
Board Structure11
Selection of Director Nominees by Board11
Stockholder Director Nominations12
Information about Nominees for Director13
Class A Nominees14
Class B Nominees17
Directors Appointed by the President of the United States20
Qualifications, Attributes, Skills, and Experience To Be Represented on the Board23
Compensation of Directors24
STOCK OWNERSHIP OF DIRECTORS, DIRECTOR NOMINEES, NAMED EXECUTIVE OFFICERS, AND CERTAIN BENEFICIAL OWNERS26
Directors, Director Nominees, and Named Executive Officers26
Policies on Employee, Officer, and Director Hedging of Farmer Mac Securities27
Principal Holders of Voting Common Stock27
Delinquent Section 16(a) Reports28
EXECUTIVE OFFICERS29
EXECUTIVE COMPENSATION GOVERNANCE31
Introduction and 2023 Highlights31
Overview of Farmer Mac's Executive Compensation Practices32
Compensation Discussion and Analysis33
Compensation Philosophy33
Peer Groups and Market Posture34
Approach to Incentive Compensation36
Total Compensation Elements38

i

Payments in Connection with a Change-in-Control45
Post-Employment Compensation45
Impact of Accounting and Tax Treatment on Compensation Awards45
Farmer Mac's Policies on Stock Ownership and Trading45
Clawback Policy46
Risk46
Compensation Consultant Fees46
Compensation Committee Interlocks and Insider Participation47
Compensation Committee Report47
Executive Compensation48
Summary Compensation Table48
Grants of Plan-Based Awards Table49
Outstanding Equity Awards at Fiscal Year End50
SAR Exercises and Stock Vested52
Nonqualified Deferred Compensation Table52
Agreements with Executive Officers53
Potential Payments upon Termination and Change-in-Control56
Equity Compensation Plans56
CEO Pay Ratio57
Pay Versus Performance58
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS61
Review of Related Person Transactions61
Transactions with Related Persons in 202361
REPORT OF THE AUDIT COMMITTEE62
AUDIT MATTERS63
Audit Fees63
Audit-Related Fees63
Tax Fees63
All Other Fees63
Audit Committee Pre-Approval Policies63
PROPOSAL 2: SELECTION OF INDEPENDENT AUDITOR64
PROPOSAL 3: ADVISORY VOTE TO APPROVE THE COMPENSATION OF FARMER MAC'S NAMED EXECUTIVE OFFICERS65
SOLICITATION OF PROXIES66
OTHER MATTERS66

ii

1999 K Street, N.W.

Fourth Floor

Washington, D.C. 20006

PROXY STATEMENT

For the Annual Meeting of Stockholders

to be held on May 16, 2024

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors ("Board") of the Federal Agricultural Mortgage Corporation ("Farmer Mac") of proxies from the holders of Farmer Mac's Class A Voting Common Stock and Class B Voting Common Stock (together, "Voting Common Stock"). Farmer Mac is not soliciting proxies from the holders of its Class C Non-Voting Common Stock. The proxies will be voted at Farmer Mac's 2024 Annual Meeting of Stockholders ("Meeting"), to be held on Thursday, May 16, 2024, at 8:00 a.m. local time at the New York Stock Exchange building, 18 Broad Street, New York, NY 10005, and at any adjournment or postponement of the Meeting. The Notice of Annual Meeting, this Proxy Statement, and the enclosed proxy card are being mailed to holders of Voting Common Stock on or about April 17, 2024. In this Proxy Statement, "we," "us," and "our" refer to Farmer Mac except as the context otherwise requires or as otherwise noted.

At the Meeting, Farmer Mac's Board will present for a vote the election of ten members to the Board (Proposal 1) and the ratification of the appointment of PricewaterhouseCoopers LLP as Farmer Mac's independent auditor for fiscal year 2024 (Proposal 2). The Board will also present for a vote the approval, on an advisory basis, of the compensation of Farmer Mac's named executive officers disclosed in this Proxy Statement (Proposal 3). The Board is not aware of any other matter to be presented for a vote at the Meeting.

Important Notice Regarding the Availability of Proxy Materials for Farmer Mac's Annual Meeting of Stockholders to be held on May 16, 2024: the Proxy Statement, sample proxy cards, and Farmer Mac's 2023 Annual Report are available at www.farmermac.com/investors/financial-information/.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.